REG - Goldstone Resources - Final Results
28/06/2024 16:30
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RNS Number : 4342U Goldstone Resources Ltd 28 June 2024
28 June 2024
GOLDSTONE RESOURCES LIMITED
("GoldStone" or the "Company")
Final Results for the year ended 31 December 2023
GoldStone Resources Limited (AIM: GRL) announces its final results for the
year ended 31 December 2023.
The Annual Report and Accounts for the year ended 31 December 2023 will
shortly be available to view and download in full on the Company's website at
www.goldstoneresources.com. Hard copies of the Annual Report and Accounts
are available on request.
For further information, please contact:
GoldStone Resources Limited
Emma Priestley Tel: +44 (0)1534 487 757
Strand Hanson Limited
James Dance / James Bellman Tel: +44 (0)20 7409 3494
S. P. Angel Corporate Finance LLP
Ewan Leggat / Charlie Bouverat Tel: +44 (0)20 3470 0501
Tel: +44 (0)20 7236 1177
St Brides Partners Ltd
Susie Geliher
About GoldStone Resources Limited
GoldStone Resources Limited (AIM: GRL) is an AIM quoted mining and development
company with projects in Ghana that range from grassroots exploration to
production.
The Company is focused on developing the Akrokeri-Homase project in
south-western Ghana, which hosts a JORC Code compliant 602,000oz gold resource
at an average grade of 1.77 g/t. The existing resource is confined to a 4km
zone of the Homase Trend, including Homase North, Homase Pit and Homase South.
The project hosts two former mines, the Akrokerri Ashanti Mine Ltd, which
produced 75,000 oz gold at 24 g/t recovered grade in the early 1900s, and the
Homase Pit which AngloGold Ashanti developed in 2002/03 producing 52,000 oz
gold at 2.5 g/t recovered. Production is currently focussed on the Homase
Mine however it is the Company's intention to build a portfolio of
high-quality gold projects in Ghana, with a particular focus on the highly
prospective Ashanti Gold Belt.
CHAIR'S REPORT
The team has had a dual focus during 2023; firstly to improve operational
performance at our first mining operation, the Homase Gold Project in the
Ashanti Region of Ghana, and secondly to advance the corporate activities of
the Company in order to resume trading of the Company's Ordinary Shares on the
AIM market of the London stock exchange. 2023 was undoubtedly challenging
for the whole team, however as at the time of writing, the business is now
back on an even keel, and we are excited and enthusiastic about GoldStone's
future.
The Company announced in January 2023 that it had raised £2,400,000 via the
issue of a convertible loan note and used the proceeds to invest in the
necessary equipment and infrastructure to improve the long-term production
profile of the Homase Mine. Equipment was bought, and the plant was modified
to increase the gold recovery factor to an average of 60-70%. Mining and
stacking recommenced in June 2023, with approximately 1,257oz produced in
2023, and production and stacking is expected to increase throughout 2024
which will in turn increase the gold production and sales. At the time of
writing, a total of 1,350oz has been produced from the Homase Mine in 2024,
and the Board is confident that this production, combined with the Company's
recent fundraising activities, will support production at this rate over the
months to come.
Despite the hard work and perseverance of the team during 2023, we did not
reach our production target for 2023. Today, approximately 810 ounces are
estimated by management, remaining within the heap, classed as Gold in Process
("GIP"), but there will be limited recovery from this GIP gold until an
alternative process method is introduced, which the Company is reviewing.
As Shareholders will be aware in November 2023, the Company's secured gold
loan from Asian Investment Management Services Limited ("AIMSL") was due for
repayment. Post period end, in January 2024 the Company agreed a standstill
arrangement with AIMSL which, following a further amendment, has deferred
repayment until 31 December 2025. This has been an important development for
GoldStone, and one which prompted a corporate restructure, including the
appointment of myself as Chair of the Board and the appointment of Campbell
Smyth, who represents the AIMSL shareholder. This also prompted the
recruitment of a new operational team at Homase, which the Nguvu Mining Ltd
has aided and assisted in. I see this as a new dawn for GoldStone and,
speaking on behalf of the Board, we are all extremely eager to ramp up
production and, subject to availability of capital, conduct further
exploration drilling to begin to unlock the true value of the Homase and
Akrokeri Projects.
I would like to take this opportunity to thank the GoldStone management team,
some of whom have been working in difficult conditions for many months at a
time; their dedication and commitment to making a success of this project is
commendable. I would also like to thank my predecessor, Bill Trew, for his
contributions to the Company, who stood down from the Board of Directors on 1
April 2024. Above all, I would like to thank our very loyal and patient
shareholders for their continued support. The road to gold production is
rarely a straight or easy one, however with the Homase Mine in production,
great exploration potential, and a defined plan to improve our production
profile over the long-term, I think we are in a solid position to deliver
growth in the future.
Angela List
Non-Executive Chair
Chief Executive Officer's REPORT
Whilst our operational efforts during 2023 were perhaps overshadowed by
corporate and financial developments in the year, I am proud to say that our
team on site continue to work towards the realisation of our production and
expansion objectives at the Homase Project and the Akrokeri Underground Mine,
located in Ghana.
The Company's strategy remains optimising current production at our first
productive asset, the Homase Open Pit Mine. In the first half of the year,
as announced in May 2023, the Company acquired front-end loaders, tractor and
excavators, and the required plant, including a second stacker and vibrating
screens, were delivered to site, with the objective of ramping up production
at Homase.
The Company subsequently made significant improvements to the existing dry
plant to enable it to perform more in line with expectations. The
agglomeration drum for the second dry plant has been completed and a second
screen has been ordered, with the additional 30 metres of conveyors are to be
fabricated. The Company also purchased two second hand 30 tonne
excavators, two new front-end loaders, a truck crane, TLB, tractor and
supporting associated accessories.
In line with the enhancements to the dry plant, mining commenced in Pit 2 of
the Homase Mine in May 2023, with an initial stripping ratio of 3:1, and to
date some 145,000 tonnes of ore have been mined at an inferred grade of
1.1g/t. Stacking recommenced in June 2023, and plant feed has been maintained
at an average of 1,000 tonnes per shift, running on a single shift basis. The
Company can report that for 2023, approximately 1,250 ounces (39 kilos) of
fine gold was produced and shipped.
Notwithstanding the process plant challenges experienced during 2023, external
factors, including supply shortages, volatile currency markets and spiralling
costs for consumables, all played a part in the Company's financial
performance. In light of this, the Homase Mine has not yet achieved
consistent positive site-level cash flow, primarily due to a
lower-than-expected production rate and ongoing inflationary pressures, in
particular in relation to fuel, spares, consumables and reagents.
The Company is taking proportionate steps to improve production at the Homase
Mine, which were implemented during 2023 and will continue through 2024.
The second strand of our planned strategy for H2 2024 is the continued
exploration within the licence areas of the Company's two prospecting Licences
that encompass the expansion of the Homase Mine and at the former underground
mine at Akrokeri
Continuous desktop reviews of historical exploration datasets for the Homase
mine and its extended mineralised trend (announcement 20 June 2018) that
extends north-east and south-west of the current Homase Mine and is open at
depth. Within the Homase mining lease, the mineralised zone extends over
NNE-SSW distance of approximately 5km and this includes a substantial deeper
gold resource of c. 600,000 oz underlying and NNE of the Homase pit. There is
also a parallel zone (Adubriem) around 800 m in length within the exploration
permit area that has yet to be systematically explored.
Historical records that there was significant close spaced drilling undertaken
beneath the former pit mined by Ashanti Goldfields Corporation's ("AGC" - now
AngloGold Ashanti), between 2002 and- 2003, and it is evident that the grade
improves markedly at depth with the transition through 5-10 m of transition
ore to sulphide ore. This former AGC pit is referred to as Pit 4 under the
current mine plan.
Notwithstanding the mineralogical changes with depth, the oxide cap that is
currently being mined along the Homase trend is some 40-50 metres thick and
averages 1.1g/t
The Company is fortunate to have the feasibility study and metallurgical
testwork data that was undertaken by AGC in the early 2000's and this shows
that the primary sulphide ore is predominantly non-refractory. Drilling
beneath the AGC pit (now Pit 4) was in places drilled at 25 m intervals along
strike and has allowed the Company to identify an in-house resource of 41,702
oz gold with a grade of 6 g/t to an inclined depth of 60 m, the overall dip of
the ore zone being steep to near-vertical.
The Company intends to undertake further drilling of this section of the
Homase trend, including Pits 1-4, targeting the primary ore at vertical depths
of 50-120 m, with the objective of exploiting the deeper ore via the existing
open-pitting operation.
Exploration development of the formerly producing Akrokeri Underground Mine
remains a key pillar of our expanded exploration strategy. In April 2023
the Company provided a comprehensive update on the diamond drilling undertaken
in 2022 at Akrokeri. This diamond drilling programme at Akrokeri, confirmed
the Company's belief that the Akrokeri mineralisation occupies a significant
structural corridor that extends to both the south and north of the historical
underground mine, with significant intercepts including:
· 22AKDD001: 6.50 metres @ 1.63 g/t from 7.7 metres, including 3.5
metres @ 2.35 g/t;
· 22AKDD002: 4.10 metres @ 11.01g/t from 46.0 metres, including 1 metre
@ 41.04g/t;
· 22AKDD003: 3.60 metres @ 5.77g/t from 69.4 metres, including 1 metre
@ 12.06g/t;
· 22AKDD006: 5.74 metres @ 3.43g/t from 55.66 metres, including 1.1
metres @ 15.25g/t;
· 22AKDD008: 3.00 metres @ 3.08g/t from 34.8 metres, including 1.0
metre @ 5.23g/t;
· 22AKDD008: 3.70 metres @ 2.54g/t from 72.6 metres, including 2.2
metres @ 4.03g/t;
· 22AKDD009: 4.80 metres @ 7.31 g/t from surface, including 1.0 metre @
25.8 g/t;
· 22AKDD015: 1.0 metre @ 4.53 g/t from 61.9 metres;
· 22AKDD015: 1.10 metres @ 11.23 g/t from 95.7 metres, including 0.5
metre @ 20.01 g/t;
· 22AKDD016: 12.0 metres @ 0.93 g/t from 79.3 metres, including 1.6
metres @ 2.97 g/t; and
· 22AKDD019: 2.80 metres @ 1.84 g/t from 72.0 metres, including 2.2
metres @ 2.21g/t.
Key findings of the drilling, which comprised a total of 20 diamond
drillholes, 14 probing the southern extension of the South Shaft and the
remaining six holes around the North Shaft, showed the wide mineralised lode
hosting gold at 4.1m @ 11.01 g/t, including 1m @ 41.04 g/t in hole
22AKDD002. The results give strong grounds for continued exploration and
further core drilling at Akrokeri.
Corporate and Financial Review
Losses from operations for the 12 months to 31 December 2023 were US$2,687,330
(2022: loss US$674k).
The financial statements at year end show the Group's balance sheet, with net
assets standing at US$9.2 million against net assets of US$12.8 million at the
end of the previous year.
Cash and cash equivalents as at 31 December 2023 were US$121k (2022:
US$113k).
On 27 January 2023, GoldStone announced that it had issued convertible loan
notes to Blue Gold International Limited ("BGL" or "Blue Gold") in the nominal
amount of £2,400,000 and which are due for redemption on 30 November 2024.
At the election of BGL, the Loan Notes (together with accrued interest to
date) may be converted (in whole or in part) at any time prior to redemption
into new ordinary shares of 1 penny each in the capital of the Company
("Ordinary Shares") at a conversion price of £0.0325 per share. BGL has also
received warrants to subscribe for up to 60,000,000 Ordinary Shares at a price
of £0.04 per share, exercisable at any time until 26 January 2025.
The Group prepares regular management accounts and financial forecasts to
monitor and manage working capital requirements and potential future
funding. The accounts and forecasts are regularly reviewed and challenged by
the Board.
Post Period Developments
On 3 January 2024, the Company announced a Standstill Agreement with AIMSL in
respect of its gold loan agreement to 29 June 2024, which was subsequently
extended to 31 December 2025. In January 2024, the Company also appointed
Angela List as Chair of the Board, and for an operational management team to
be mobilised to GoldStone's operations. The Standstill Agreement allowed for
the Company to complete a fundraise which raised gross proceeds of £834,000,
as announced on 23 May 2024 (the "Fundraise").
In addition to the fundraise, AIMSL agreed to convert and settle the interest
accrued to 31 December 2023 by the issue of ordinary Shares of £0.01 each in
the capital of the Company (the "Conversion Shares"), 52,800,000 Conversion
Shares were allotted, representing approximately 300 oz of the 578.4 oz of
gold interest accrued on the Gold Loan to 31 December 2023. This is in order
to ensure AIMSL's interest in the Company remains below 30% of the Company's
issued share capital on Admission. The balance of the Conversion Shares will
be issued to AIMSL in due course on the same terms at such time as this can be
achieved without increasing AIMSL's interest in the Company's Ordinary Shares
above 30%. The resulting share issue to AIMSL is 194,800,000 ordinary
shares representing 29.68%.
As part of the Standstill Agreement, Mr Campbell Smyth was appointed as a
Non-Executive Director, as the nominee director of AIMSL on the 5 June 2024.
In 2024 to date, the Company has produced approximately 1,350oz, averaging 225
oz of gold per month, from the Homase Mine in 2024 to date, and the Board
believes production can be maintained at least at this rate over the coming
months. The Company may, in due course, seek to raise additional capital to
support increasing its rate of production and additional exploration
activities to increase the Company's resource base, and to reduce creditors.
Risk management
The Board has identified the following as being principal strategic and
operational:
a. development and mining
Development and mining for natural resources is speculative and involves
significant risk.
Planned production schedules may not be achieved as a result of unforeseen
operational problems, machinery malfunctions or other disruptions. Operating
costs and profits for commercial production therefore remain subject to
variation, such as gold prices or not achieving the expected recovery rates.
Inflation and supply chain issues, which are affectively the global economy,
may also impact on recovery rates.
The Board are evaluating each stage of the development and mining of the
Group's projects, site by site, in order to mitigate as far as possible these
risks inherent in production. Use of modern technology and electronic tools
assist in reducing risk in this area. Good employee relations are also key
in reducing the exposure to labour disputes. The Group is committed to
following sound environmental guidelines and practice and is keenly aware of
the issues surrounding each individual project.
b. country and political
GoldStone's country of operation is Ghana. Emerging market economies could
be subject to greater risks including legal, regulatory, economic and
political risks and are potentially subject to rapid change.
The Board routinely monitors political and regulatory developments in Ghana.
The Ghanaian Government continues to be supportive towards the mining sector,
including the improved regulation of small-scale mining operations, thus
ensuring controlled management of neighbouring areas.
In addition, the Group actively engages in dialogue with relevant Government
representatives in order to keep abreast of all key legal and regulatory
developments applicable to areas of interest. GoldStone maintains internal
processes to ensure that it is wholly compliant with all relevant regulations
in order to maintain its licences.
It is noted that security risk is inherent with a business operating in an
emerging economy such as Ghana, particularly for a producing gold mine. The
Company is increasing its engagement with the government and its governing
bodies to monitor the emerging country risk in order to ascertain any
particular risks or trends that can be identified and mitigated to seek to
ensure the security of our people and our business.
The Company has increased its focus on security and management plans and is
continuously monitoring any security issues, threats and emerging potential
issues through global and national advisory services, government security
intelligence and local engagement, to establish an appropriate and effective
security approach that is also aligned with the Voluntary Principles of
Security and Human Rights.
c. social, safety and environmental
The Group's success depends upon its social, safety and environmental
performance as failures may lead to delays or suspensions of its activities.
The Group takes its responsibilities in these areas seriously and monitors its
performance across these areas on a regular basis.
The Group experienced no fatalities for the 2023 financial year and no
lost-time injuries, which contributes to the Group's commendable safety
performance. The Group has set out to create an environment of zero harm by
creating a safe and healthy workplace and managing our activities in a way
that eliminates accidents, minimises health and safety risks and promotes
excellence in the performance of our operations.
As the Homase Mine increases production, the Group is strengthening its
relationships with the communities living within the concession areas and
close to the projects. The immediate focus for each of the villages within
the licences, has been sanitation and drinking water, and improving the school
facilities, maintaining the buildings and providing school uniforms. The
Group continues to build on the community relationships to assist the
smallholder farmers and ensuring a "community first" approach when
recruiting. These schemes benefit both the communities and the investors in
which the Group will be operating.
d. financial
AIMSL, which holds the secured Gold Loan of 2,000 troy ounces, @
USD1,500/ounce, evaluating to US$3.0 million, supported the Group by agreeing
to a number of deferments of interest payments throughout 2021 and 2022, and
continues to support the Company. Post period end, as announced on 3 January
2024, the Company had received notification that a standstill agreement for a
further 6 months, to the 29 June 2024 had been agreed, this has subsequently
been extended to 31 December 2025. The conditions which have been agreed to,
included a repayment plan to repay the loan, a change in leadership of the
Chair and operational team at the Homase mine.
The Company announced on 23 May 2024 that it has raised £834,000 before
expenses by way of a Subscription of, in aggregate, 83,400,000 new ordinary
shares of 1 penny par value each in the capital of the Company at a price of 1
penny per share, together with one warrant per ordinary share to subscribe for
a further new Ordinary Share at an exercise price of 2 pence during the period
of 24 months from the date of Admission. AIMSL, subscribed for 20 million
ordinary shares, taking their holding to 142 million ordinary shares.
In addition to the fundraise, AIMSL agreed to convert and settle the interest
accrued to 31 December 2023 by the issue of ordinary Shares of £0.01 each in
the capital of the Company (the "Conversion Shares"), 52,800,000 Conversion
Shares were allotted, representing approximately 300 oz of the 578.4 oz of
gold interest accrued on the Gold Loan to 31 December 2023. This is in order
to ensure AIMSL's interest in the Company remains below 30% of the Company's
issued share capital on Admission. The balance of the Conversion Shares will
be issued to AIMSL in due course on the same terms at such time as this can be
achieved without increasing AIMSL's interest in the Company's Ordinary Shares
above 30%. The resulting share issue to AIMSL is 194,800,000 ordinary shares
representing 29.68%.
The Board believes that the Fundraise, in conjunction with the Group's ongoing
revenues and creditor arrangements, provides sufficient working capital for
continued operations.
Emma Priestley
Chief Executive Officer
Consolidated statement of financial position
as at 31 December 2023
in united states dollars note 31 December 2023 31 December 2022
Assets
non-current assets
property, plant and equipment 9 19,429,551 19,967,587
total non-current assets 19,429,551 19,967,587
current assets
inventory 12 2,189,375 114,376
trade and other receivables 11 407,455 870,468
cash and cash equivalents 13 121,432 113,312
total current assets 2,718,262 1,098,156
total assets 22,147,813 21,065,743
Equity
share capital - ordinary shares 15 6,865,393 6,836,778
share capital - deferred shares 15 6,077,013 6,077,013
share premium 15 35,218,946 35,143,117
foreign exchange reserve 15 (6,910,817) (5,930,054)
capital contribution reserve 15 555,110 555,110
share options reserve 15, 17 - -
accumulated deficit 15 (32,584,552) (29,897,222)
total equity 9,221,093 12,784,742
Liabilities
non-current liabilities
provision for rehabilitation 14 821,622 821,622
total non-current liabilities 821,622 821,622
current liabilities
trade and other payables 19 3,972,329 3,647,352
Borrowings 18 8,132,769 3,812,027
total current liabilities 12,105,098 7,459,379
total liabilities 12,926,720 8,281,001
total equity and liabilities 22,147,813 21,065,743
Consolidated statement of comprehensive income
for the year ended 31 December 2023
in united states dollars year ended year ended
31 December 2023 31 December 2022
note
revenue 5 2,197,660 8,902,549
cost of sales 7 (936,480) (5,746,204)
Gross profit 1,261,180 3,156,345
expenses 7 (2,559,369) (3,319,225)
operating loss 7 (1,298,189) (162,880)
finance costs 8 (1,389,141) (511,533)
loss before and after tax from continuing operations
(2,687,330) (674,413)
items that may be reclassified subsequently to profit and loss:
foreign exchange translation movement (980,763) (4,597,658)
total comprehensive loss for the year (3,668,093) (5,272,071)
loss per share from operations
basic and diluted losses per share, from continuing and total operations, 16 (0.005) (0.001)
attributable to the equity holders of the company during the year (expressed
in cents per share)
Consolidated statement of changes in equity
for the year ended 31 December 2023
in united states dollars share capital share capital share premium capital contribution reserve share options reserve accumulated deficit total equity
ordinary shares deferred shares foreign
note exchange
reserve
balance as at 31 December 2021 6,383,213 6,077,013 33,535,384 (1,332,396) 555,110 3,535,197 (32,758,006) 15,995,515
total loss for the year - - - - - - (674,413) (674,413)
translation movement - - - (4,597,658) - - - (4,597,658)
loan derivative movement - - - - - - - -
total comprehensive loss for the year - - - (4,597,658) - - (674,413) (5,272,071)
warrants granted in period - - - - - - - -
warrants exercised in period 251,885 - 497,875 - - - - 749,760
share issue 201,680 - 1,109,858 - - - - 1,311,538
transfer 15 - - - - - (3,535,197) 3,535,197 -
balance as at 31 December 2022 6,836,778 6,077,013 35,143,117 (5,930,054) 555,110 - (29,897,222) 12,784,742
total loss for the year - - - - - - (2,687,330) (2,687,330)
translation movement - - - (980,763) - - - (980,763)
total comprehensive loss for the year - - - (980,763) - - (2,687,330) (3,668,093)
warrants granted in period 17 - - - - - - - -
warrants exercised in period 17 - - - - - - - -
share issue 15 28,615 - 75,829 - - - - 104,444
transfer 15 - - - - - - - -
Balance as at 31 December 2023 6,865,393 6,077,013 35,218,946 (6,910,817) 555,110 - (32,584,552) 9,221,093
Consolidated statement of cash flows
for the year ended 31 December 2023
In united states dollars year ended year ended
31 December 2023 31 December 2022
note
cash flow from operating activities
operating loss for the year before and after tax (2,687,330) (674,413)
adjusted for:
- finance costs 8 1,389,141 511,533
- depreciation 9 288,653 272,404
- gold loan settlement (10,529) (1,191,427)
- director and senior management fees 104,444 245,839
- foreign exchange differences 452,145 812,410
- changes in working capital (1,287,006) 645,290
net cash generated by/(used in) operating activities (1,750,482) 621,636
cash flow from investing activities
acquisition of property, plant and equipment 9 (1,183,526) (1,593,787)
net cash used in investing activities (1,183,526) (1,593,787)
cash flow from financing activities
proceeds from loan note issues 18 2,942,128 -
repayment from bond issues 18 - -
proceeds from share issues - 748,939
net cash generated from financing activities 2,942,128 748,939
net decrease in cash and cash equivalents 8,120 (223,212)
cash and cash equivalents at beginning of the year 13 113,312 336,524
cash and cash equivalents at end of the year 13 121,432 113,312
in united states dollars year ended 31 December 2022 other non-cash changes year ended
31 December 2023
cash flows
net cash:
cash at bank and in hand 113,312 8,120 - 121,432
debt:
shareholder loan -
gold loan (2,906,262) 10,529 (504,120) (3,399,853)
derivative (905,765) - (657,996) (1,563,761)
loan notes - (2,942,128) (227,027) (3,169,155)
(3,812,027) (2,931,599) (1,389,143) (8,132,769)
net debt: (3,698,715) (2,923,479) (1,389,143) (8,011,337)
Other non-cash changes relate to interest accruing on the gold loan.
in united states dollars year ended 31 December 2021 other non-cash changes year ended
31 December 2022
cash flows
net cash:
cash at bank and in hand 336,524 (223,212) - 113,312
debt:
shareholder loan (742,587) - 742,587 -
gold loan (3,769,500) - 863,238 (2,906,262)
derivative (728,770) - (176,995) (905,765)
bonds (300,000) - 300,000 -
(5,540,857) - 1,728,830 (3,812,027)
net debt: (5,204,333) (223,212) 1,728,830 (3,698,715)
Notes to the consolidated financial statements
for the year ended 31 December 2023
1. reporting entity
The consolidated financial statements for the year ended 31 December 2023 (the
"financial statements") comprise GoldStone Resources Limited (the "Company")
and its subsidiaries, set out in note 23, (together referred to as the
"Group").
The Company is quoted on the AIM market of the London Stock Exchange and is
incorporated and domiciled in Jersey, Channel Islands. The address of its
registered office is 2(nd) Floor, International House, 41 The Parade, St.
Helier, Jersey, JE2 3QQ. The Company's principal activity is that of a
holding company. The Group's principal activity is exploration and mining of
gold and associated elements.
2. basis of preparation
(a) statement of compliance and basis of preparation
The Group's annual report is for the year ended 31 December 2023 and includes
the consolidated financial statements of the Group prepared in accordance with
UK-adopted International Accounting Standards.
The consolidated financial statements have been prepared using accounting
policies set out in note 3 which are consistent with all applicable UK-adopted
International Accounting Standards.
The consolidated financial statements have been prepared under the historical
cost convention except for the treatment of share-based payments and
derivatives. The consolidated financial statements are presented in United
States Dollars ("$").
The preparation of consolidated financial statements in conformity with
UK-adopted International Accounting Standards requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and reported amounts in the consolidated financial
statements. The areas involving a higher degree of judgement or complexity,
or areas where assumptions or estimates are significant to the consolidated
financial statements, are disclosed in note 2(d).
(b) going concern
The financial statements have been prepared assuming the Group and Company
will continue as a going concern for at least twelve months from the date of
approval of these financial statements. In assessing whether the going
concern assumption is appropriate, the directors have taken into account all
available information for the foreseeable future; in particular for the 12
months from the date of approval of these financial statements. This
assessment included consideration of future revenues as the Group has
recommenced gold production, and is building production up with existing cash
resources and available facilities.
The Group had available cash of US$121k as at 31 December 2023 (2022:
US$113k).
AIMSL, who hold the secured Gold Loan of US$3.0 million, supported the Group
by agreeing to a number of deferments of interest payments throughout 2021 and
2022, continues to support the Company. Post period end, the company has
entered into a standstill agreement, the conditions of which included a plan
to repay the loan from July 2024 and a change in Chairman and the operational
team at the Homase mine. A further agreement then extended the standstill
period to 31 December 2025. AIMSL have also agreed to convert and settle the
interest accrued to 31 December 2023 by the issue of new Ordinary Shares.
The Company continues to actively pursue funding proposals and/or similar
potential solutions to enable the Company to seek to extend, renegotiate or
refinance the outstanding secured Gold Loan and the provision of additional
working capital, but there can be no guarantee that such an agreement can be
reached or additional working capital provided. The Board is taking
appropriate professional advice, but in the event that a solution cannot be
achieved and the outstanding principal amount of the Gold Loan and accrued
interest thereon (which as of 31 December 2023 amounted to, in aggregate,
2,449 ounces of gold) as of 10 April 2024, the Company extended the Standstill
Agreement, to 31 December 2025, and agreed to convert and settle the interest
accrued to 31 December 2023 by the issue of ordinary Shares. If the Gold
Loan cannot be repaid or rescheduled prior to 31 December 2025, security over
the Company's primary assets could potentially be enforced.
The Group commenced commercial production in January 2022. This was later than
previously anticipated due to permitting issues and then with the operational
setbacks, production has not been delivering the expected revenues. With the
CLN investment in January 2023, this enabled the Company to invest in new
plant and equipment to help improve and increase the production and staking
onto the Heap Leach. Mining and Staking recommenced in June 2023 and the
cashflow projections are based upon increasing the production and staking,
which has improved in 2024, which in turn will improve revenues. 2023 gold
produced and sold amounted to approximately 1,250 ounces of gold bullion.
The financial models and projections prepared by the Board, in order to
monitor cash flow, demonstrate that the Group, in common with many businesses
engaged in the early stages of development will require additional funds
and/or funding facilities in order to fully develop its business, which is a
follow on from the delays and problems encountered with production and
permitting, and for the exploration to expand the resource. With continued
support from the Group and Companies shareholders, the directors are confident
that the Group and Company are able to meet their liabilities as they fall
due.
At the date of this report the Board is, therefore, confident of the ability
of the Group and Company to continue mining and make the on-going operational
improvements, as announced in January 2023. The Board is confident that with
the continued support of the shareholders, the Group and Company can meet all
its contractual obligations as they fall due for the foreseeable future and
therefore, the Board believes it is appropriate to continue to adopt the going
concern basis.
Although the Board is confident that it will be able to raise further funding
if and when required, there is always a risk that this may not be possible.
In April 2024 the Company announced a conditional Subscription of 83,400,000
new ordinary shares at the closing offer price of 1 penny per ordinary share.
The Subscription Shares shall have one warrant attached with an exercise price
of 2 pence for a period of 24 months from the date of admission. In addition,
the Company has agreed an extension of the standstill agreement until 31
December 2025, as announced on 10 April 2024 and for the conversion of the
accrued interest to 31 December 2023 to be converted in addition to the
conditional Subscription
(c) functional and presentational currency
Items included in the financial statements of each of the Group's subsidiaries
are measured using the currency of the primary economic environment in which
the entity operates (its functional currency). These consolidated financial
statements are presented in United States Dollars, which is the functional and
presentational currency of the Group.
In preparing the financial statements of the individual entities, transactions
in currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the
transactions. At each balance sheet date, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at the balance
sheet date.
Exchange differences arising on the settlement of monetary items and on the
retranslation of monetary items are included in the statement of comprehensive
income for the period.
For the purpose of presenting consolidated financial statements, the assets
and liabilities of the Group's foreign operations are expressed in United
States Dollars using exchange rates prevailing at the balance sheet date.
Income and expense items are translated at the average exchange rates for the
period. Exchange differences arising if any, are classified as other
comprehensive income and are transferred to the Group's translation reserve.
When the settlement of monetary items receivable from or payable to a foreign
operation is neither planned nor likely in the foreseeable future, foreign
currency gains and losses arising from such items are considered to form part
of a net investment in foreign operations and are recognised in other
comprehensive income, and presented in the exchange reserve in equity.
(d) use of estimates and judgements
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimates are revised if
the revision affects only that period, or in a period of the revision and
future periods if the revision affects both current and future periods.
The following are the key estimates and judgements that have a significant
risk of resulting in a material adjustment within the next year:
(i) impairment of property, plant and equipment
The assessment of property, plant and equipment for any internal and external
indications of impairment involves judgement. Each reporting period, the
Group assesses whether there are any indicators of impairment, if indicated
then a formal estimate of the recoverable amount is performed and an
impairment loss recognised to the extent that the carrying amount exceeds
recoverable amount. Recoverable amount is determined as the value in use.
Determining whether the projects are impaired requires an estimation of the
recoverable value of the individual areas to which value has been ascribed.
The value in use calculation requires the entity to estimate the future cash
flows expected to arise from the projects in order to calculate present
value.
(ii) production start date
The Group assesses the stage of the mine under construction to determine when
the mine moves into production stage. The criteria used to assess the start
date are determined based on the complexities and operational status of the
mine. The Group considers various criteria to assess when the mine is
commercially operational and should be reclassified from Assets under
construction to 'Producing Mines' or 'Property plant and equipment.' Some of
the criteria will include, but not limited to the following:
· completion of a reasonable period of testing the mine plant and
equipment;
· completion of the commissioning period;
· ability to produce metal in a saleable form;
· ability to sustain ongoing production of metal; and
· ability to be able to export product for commercial sale.
When a mine construction project moves into the production stage, the
capitalisation of certain mine construction costs cease and costs are either
regarded as inventory or expenses except for costs that qualify for
capitalisation relating to mining assets. This is also the point at which
the depreciation/amortisation recognition criteria commences. The Group
considers that the above criteria was met in the year and the asset was
transferred from Assets under construction to a Producing Mine.
(iii) inventory
Net realisable tests are performed at least annually and represent the future
sale price of the product based on prevailing spot metal prices at the
reporting date, less estimated costs to complete production and bring the
product to sale.
Stockpiles are measure by estimating the number of tonnes added and removed
from the stockpile, the number of contained gold ounces based on assay data
and estimated recovery percentage based on expected processing method.
(iv) ore reserves and resources
Ore reserves are estimates of the amount of ore that can economically and
legally be extracted from the mine. The Group estimates its ore reserves and
mineral resources, based on information compiled by appropriately qualified
person relating to the geological data on the size, depth and share of the ore
body and requires complex geological judgments to interpret the data. The
estimation of recoverable reserves is based upon factors such as estimates of
foreign exchanges rates, commodity prices, future capital requirements and
production costs along with geological assumptions and judgements made in
estimating the size and grade of the ore body. Changes in the reserve or
resource estimates may impact upon the carrying value of exploration and
evaluation asses, mine properties, property plant and equipment provision for
rehabilitation and depreciation/amortisation charges.
(v) mine rehabilitation provision
The Group assesses its mine rehabilitation provision annually. Significant
estimates and assumptions are made in determining the provision for the mine
rehabilitation as there are numerous factors that will affect the ultimate
liability payable. These factors include estimates of the extent and cost of
rehabilitation activities, technological changes, regulatory changes, and
changes in discount rates. Those uncertainties may result in future actual
expenditure differing from the amounts currently provided. The provision at
the reporting date represents managements best estimate of the present value
of the rehabilitation provision.
(vi) valuation of share warrants
The fair value of warrants and the employee share option scheme is calculated
at the grant date using the intrinsic value as the share price never exceeded
the warrant exercise price. The directors have reviewed the underlying
inputs and are happy that these appear reasonable.
(vii) gold bullion loan
A loan repayable in gold bullion is recorded as a revenue transaction as the
extracted gold used in settlement would otherwise generate income. A currency
value is placed on repayments based on pre agreed US$ value per ounce.
3. significant accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in these consolidated financial statements.
(a) basis of consolidation
The consolidated financial statements comprise the financial statements of the
Group as at 31 December 2023. Control is achieved when the Group is exposed,
or has rights, to variable returns from its involvement with the investee and
has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
· power over the investee (i.e. existing rights that give it the
current ability to direct the relevant activities of the investee);
· exposure, or rights, to variable returns from its involvement with
the investee; and
· the ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· the contractual arrangement with the other vote holders of the
investee;
· rights arising from other contractual arrangements; and
· the Group's voting rights and potential voting rights.
The Group reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of
the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated
financial statements from the date the Group gains control until the date the
Group ceases to control the subsidiary.
All intra-group transactions, balances, income and expenses are eliminated on
consolidation. When necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line with
the Group's accounting policies.
(b) financial instruments
(i) non-derivative financial assets
The Group recognises loans and receivables at fair value on the date that they
are originated. All other financial assets are recognised initially on the
trade date, which is the date that the Group becomes party to the contractual
provisions of the instrument.
The Group derecognises a financial asset when the contractual rights to the
cash flows from the asset expire, or it transfers the rights to receive the
contractual cash flows in a transaction in which substantially all the risks
and rewards of ownership of the financial asset are transferred. Any
interest in such transferred financial assets that is created or retained by
the Group is recognised as a separate asset or liability.
Financial assets and liabilities are offset and the net amount presented in
the statement of financial position when, and only when, the Group has a legal
right to offset the amounts and intends either to settle them on a net basis
or to realise the asset and settle the liability simultaneously. The Group
classifies non-derivative financial assets into the following categories:
loans and receivables and cash and cash equivalents.
Loans and receivables are financial assets with fixed or determinable payments
that are not quoted in an active market. Such assets are recognised initially
at fair value plus any directly attributable transaction costs. Subsequent to
initial recognition, loans and receivables are measured at amortised cost
using the effective interest method, less any impairment losses. Loans and
receivables comprise trade and other receivables.
Cash and cash equivalents comprise bank balances and cash on hand.
(ii) non-derivative financial liabilities
The Group recognises financial liabilities initially on the trade date, which
is the date that the Group becomes a party to the contractual provisions of
the instrument. The Group derecognises a financial liability when its
contractual obligations are discharged, cancelled or expire.
The Group classifies non-derivative financial liabilities into trade and other
payables.
(iii) gold loan
The gold loan is initially valued at cost on day one and then revalued at spot
rate at each financial year end. This gives rise to an embedded swap which
is recorded separately in the financial statements as a financial derivative
but is part of the overall gold loan. The loan is repayable in ounces of gold
at a pre-determined rate, with interest accruing in ounces. Gold prices at the
year end are used to convert these amounts into a US dollar value. Ounces of
mined gold used as repayment are recorded and recognised as revenue in the
financial statements.
(iv) share capital
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of the ordinary shares are recognised as a deduction
from equity, net of any tax effects.
(v) deferred shares
Deferred shares are classified as equity and held in the capital contribution
reserve.
(c) share based payments
The Group has applied the requirements of IFRS 2 - 'Share based payment.' IFRS
2 has been applied to all grants of equity instruments. The fair value of
warrants and the employee share option scheme is calculated at the grant date
using the intrinsic value as the share price never exceeded the warrant
exercise price. The resulting cost is charged to the statement of
comprehensive income over the vesting period or in line with the services
provided in consideration for the issue. Fair value at the date of issue is
recognised in the share option reserve and then transferred to the profit and
loss reserve once warrants have been exercised.
(d) property, plant and equipment
Upon completion of mine construction, the assets initially charged to 'Assets
under construction' are transferred to 'Plant and equipment and motor
vehicles' or 'Producing mines.' Items of 'Plant and equipment and motor
vehicles' and 'Producing Mines' are stated at cost, less accumulated
depreciation and accumulated impairment losses.
During the construction period expenditure directly attributable to the
construction of each individual asset is capitalised as 'Assets under
construction' up to the period when the asset is ready to be put into
operation. When an asset is put into operation it is transferred to 'Plant
and equipment and motor vehicles' or 'Producing mines.' Additional capital
cost incurred subsequent to the date of commencement of operation of the asset
are charged directly to 'Plant and equipment motor vehicles' or 'Producing
mines', i.e. where the asset itself was transferred.
The initial cost of an asset comprises its purchase price or construction
cost, any costs directly attributable to bringing the asset into operation,
the initial estimate of the rehabilitation obligation and, for qualifying
assets, borrowing costs. The purchase price or construction cost is the
aggregate amount paid and the fair value of any other consideration given to
acquire the asset.
When a mine construction project moves into production stage, the
capitalisation of certain mine construction costs ceases and costs are either
regarded as inventory or expensed, except for costs which qualify for
capitalisation relating to mining asset additions or improvements, underground
mine development or mineable reserve development. Accumulated mine
development costs within producing mines are depreciated on a
units-of-production basis over the economically viable reserves of the mine.
Property, plant and equipment is stated at cost less accumulated depreciation
and any recognised impairment loss. Depreciation is charged so as to write
off the cost or valuation of assets over their estimated lives, using the
straight-line method, on the following bases:
Gold samples
no
depreciation charged
Computer equipment over three years
Office equipment over
four years
Field/geological equipment over four years
Motor vehicles
over four
years
The carrying value of property, plant and equipment is reviewed for impairment
when events or changes in circumstances indicate that the carrying value may
not be recoverable. The gain or loss arising on the disposal or retirement
of an asset is determined as the difference between the sale proceeds and the
carrying amount of the asset is recognised in statement of comprehensive
income.
(e) intangible assets - exploration and evaluation
The costs of exploration properties and leases, which include the cost of
acquiring prospective properties and exploration rights and costs incurred in
exploration and evaluation activities, are capitalised as intangible assets as
part of exploration and evaluation assets.
Exploration and evaluation assets are carried forward during the exploration
and evaluation stage and are assessed for impairment in accordance with
indicators of impairment set out in IFRS 6 - 'Exploration for and Evaluation
of Mineral Resources.'
In circumstances where a property is abandoned, the cumulative capitalised
costs relating to the property are written off in the period. No
amortisation is charged prior to commencement of production.
Once commercially viable reserves are established and development is
sanctioned, exploration and evaluation assets are transferred to assets under
construction.
When commercial production commences, exploration, evaluation and development
costs previously capitalised are transferred to property, plant and equipment
and depreciated.
Exploration and evaluation costs incurred after commercial production start
date in relation to evaluation of potential mineral reserves and resources
that are expected to result in increase of reserves are capitalised as
evaluation and exploration assets within intangible assets. Once there is
evidence that reserves are increased, such costs are tested for impairment and
transferred to producing mines.
(f) impairment of financial assets
A financial asset is impaired if there is objective evidence of impairment as
a result of one or more events that occurred after the initial recognition of
the asset, and that loss event(s) had an impact on the estimated future cash
flows of that asset that can be estimated reliably.
The Group considers evidence of impairment for financial assets measured at
amortised cost at both a specific asset and collective level based on useful
economic life.
An impairment loss in respect of a financial asset measured at amortised cost
is calculated as the difference between its carrying amount and the present
value of the estimated future cash flows discounted at the asset's original
effective interest rate. Losses are recognised in the statement of
comprehensive income.
For trade receivables and other receivables due in less than 12 months, the
Group applies the simplified approach in calculating ECL's, as permitted by
IFRS 9. Therefore, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on the financial asset's lifetime
ECL at each reporting date.
(g) provisions
(i) general
Provisions are recognised when (a) the Group has a present obligation (legal
or constructive) as a result of a past event and (b) it is probable that an
outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the
obligation. If the effect of the time value of money is material, provisions
are discounted using a risk free rate that reflects, where appropriate, the
risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost.
(ii) rehabilitation provision
The Group records the present value of estimated costs of legal and
constructive obligations required to restore the operating locations in the
period in which the obligation is incurred. The nature of these restoration
activities include dismantling and removing structures, rehabilitating mines,
dismantling operating facilities, closure of plant and waste sites and
restoration, reclamation and revegetation of affected areas.
The obligation generally arises when the asset is installed or environment is
disturbed at the production location. When the liability is initially
recognised, the present value of the estimated cost is capitalised by
increasing the carrying amount of the related mining asset to the extent that
it was incurred prior to the production of related ore. Over time, the
discounted liability is increased for the change in present value based on the
discount rates that reflect current market assessments and the risks specific
to the liability.
The periodic unwinding of the discount is recognised in the Group statement of
comprehensive income as a finance cost. Additional disturbances or changes
in rehabilitation costs will be recognised as additions or charges to the
corresponding assets and rehabilitation liability when they occur. Any
reduction in the rehabilitation liability and therefore any deduction from the
rehabilitation asset may not exceed the carrying amount of that asset. If it
does, any excess over the carrying value is taken immediately to the Group
statement of comprehensive income.
If the change in estimate results in an increase in the rehabilitation
liability and therefore an addition to the carrying value of the asset, the
Group is required to consider whether this is an indication of impairment of
the asset as whole and test for impairment in accordance with IAS 36.
(h) related parties
For the purposes of the consolidated financial statements, the following
parties are considered to be related:
· Where one party has the ability to control the other party or
exercise significant influence over the other party in making financial or
operational decisions;
· Entities under common control; and
· Key management personnel.
In considering each possible related party relationship, attention is directed
to the substance of the relationship, not merely the legal form.
Related parties may enter into transactions which unrelated parties might not
and transactions between related parties may not be effected on the same
terms, condition and amounts as transaction between unrelated parties. It is
the nature of transactions with related parties that they cannot be presumed
to be carried out on an arm's length basis.
(i) taxation
Current and deferred tax is charged or credited in the statement of
comprehensive income, except when it relates to items charged or credited
directly to equity, in which case the related tax is also dealt with in
equity. Current tax is calculated on the basis of the tax laws enacted or
substantively enacted at the reporting date in the countries where the Company
and its subsidiaries operate.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is probable that
taxable profits will be available against which those deductible temporary
differences can be utilised, except for differences arising on investments in
subsidiaries where the Group is able to control the timing of the reversal of
the difference and it is probable that the difference will not reverse in the
foreseeable future.
Recognition of the deferred tax assets is restricted to those instances where
it is probable that a taxable profit will be available against which the
difference can be utilised.
Deferred tax is calculated based on rates enacted or substantively enacted at
the reporting date and expected to apply when the related deferred tax asset
is realised or liability settled.
(j) inventories
Metal in circuit consists of in-circuit material at properties with milling or
processing operations and ore awaiting refinement, all valued at the lower of
average cost and net realisable value. In-process inventory costs consist of
direct production costs (including mining, crushing, and processing and site
administration costs) and allocated indirect costs (including depreciation,
depletion and amortisation of producing mines and mining interests).
Ore stockpiles consist of stockpiled ore, ore on surface and crushed ore, all
valued at the lower of average cost and net realisable value. Ore stockpile
costs consist of direct production costs (including mining, crushing and
processing and site administration costs) and allocated indirect costs
(including depreciation, depletion and amortisation of producing mines and
mining interests).
Finished goods consist of doré bars that have been refined and assayed and
are in the form that allows them to be sold. Finished goods valued at the
lower of average cost and net realisable value. Finished goods cost consist
of direct production costs (including mining, crushing and processing and site
administration costs) and allocated indirect costs (including depreciation,
depletion and amortisation of producing mines and mining interests).
(k) finance cost
Borrowing costs directly relating to the acquisition, construction or
production of a qualifying capital project under construction are capitalised
and added to the project cost during construction until such time the asset
are considered substantially ready for intended use i.e. commercial
production. When funds are borrowed specifically to finance a project, the
amount capitalised represents the actual borrowing costs incurred.
Any general borrowing costs are recognised in the statement of comprehensive
income of the period in which they are incurred.
(l) revenue
The Group is principally engaged in the business of producing gold and silver
bullion concentrate. Revenue from contracts with customers is recognised
when control of the goods is transferred to the customer at an amount that
reflects the consideration to which the Group expects to be entitled in
exchange for those goods.
4. adoption of new and revised standards
(a) new and amended standards
The following standards and amendments were applicable for annual financial
statements beginning on or after 1 January 2023:
· Amendments to IFRS 17, IAS 8, IAS 1 and IAS 12.
The above amendments had no impact on the consolidated financial statements of
the Group.
(b) new standards in issue but not yet effective
The new and amended standards and interpretations that are issued, but not yet
effective up to the date of issuance of the Group's consolidated financial
statements are disclosed below.
The Group intends to adopt these new and amended standards and
interpretations, if applicable, when they become effective;
· Amendments to IFRS 10 and IAS 28: Sale or contribution of assets
between and investor and its associate or joint venture;
· Amendments to IFRS 16: Lease liability in a sale and leaseback;
· Amendments to IAS 1: Non-current liabilities with covenants;
Where relevant, the Group evaluates the effect of new Standards, amendments to
published Standards and Interpretations issued but not effective, on the
presentation of the financial statements. The directors have assessed there
to be no material impact on the financial statements.
5. revenue
The Group's revenue consists of sales of gold and silver bullion to a
third-party refiner.
in united states dollars 31 December 2023 31 December 2022
gold bullion concentrate 2,196,340 8,894,210
silver bullion concentrate 1,320 8,339
Total 2,197,660 8,902,549
Sales of gold and silver bullion were made to one main customer, Metalor
Technologies SA, the Group's gold and silver refiners, who are based in
Switzerland. The gold bullion concentrate figure includes US$10,529 (2022:
US$1,191,427) used to repay the Gold Loan Facility, set out in the
Consolidated Statement of Cash Flows and in note 18.
6. operating segments
The Group has two reportable segments, exploration and corporate, which are
the Group's strategic divisions. For each of the strategic divisions, the
Group's CEO, deemed to be the Chief Operating Decision Maker ("CODM"), reviews
internal management reports on at least a monthly basis. The results are
then subsequently shared with the Board. The Group's reportable segments
are:
Exploration, Evaluation and production: the exploration operating segment is
presented as an aggregation of the Homase and Akrokeri licences (Ghana).
Expenditure on exploration activities for each licence is used to measure
agreed upon expenditure targets for each licence to ensure the licence clauses
are met.
Corporate: the corporate segment includes the holding company costs in respect
of managing the Group. There are varying levels of integration between the
corporate segment and the combined exploration activities, which include
resources spent and accounted for as corporate expenses that relate to
furthering the exploration activities of individual licences.
information about reportable segments for the year ended 31 December 2023
in united states dollars exploration corporate total per consolidated statement of comprehensive income/statement of
financial position
reportable segment revenue 2,197,660 - 2,197,660
reportable segment cost of sales (936,480) - (936,480)
reportable segment expenditure (1,543,271) (2,405,239) (3,948,510)
reportable segment profit/(loss) (282,091) (2,405,239) (2,687,330)
reportable segment non- current assets
19,429,551 - 19,429,551
reportable segment current assets 2650,999 67,263 2,718,262
reportable segment liabilities (4,387,551 (8,539,169) (12,926,720)
information about reportable segments for the year ended 31 December 2022
in united states dollars exploration corporate total per consolidated statement of comprehensive income/statement of
financial position
reportable segment revenue 8,902,549 - 8,902,549
reportable segment cost of sales (5,746,204) - (5,746,204)
reportable segment expenditure (2,169,216) (1,661,542) (3,830,758)
reportable segment profit/(loss) 987,129 (1,661,542) (674,413)
reportable segment non- current assets
19,967,587 - 19,967,587
reportable segment current assets 1,080,570 17,586 1,098,156
reportable segment liabilities (4,196,956) (4,084,045) (8,281,001)
7. expenses by nature
in united states dollars 31 December 2023 31 December 2022
cost of sales
community, environmental and H&S costs 128,956 239,291
engineering and maintenance 224,230 457,183
mining costs including stock movement (977,065) 2,314,661
processing costs 1,326,897 2,442,833
human resource costs 233,462 292,236
Total 936,480 5,746,204
in united states dollars 31 December 2023 31 December 2022
administrative expenses
finance and administration costs 2,559,369 3,319,225
Total 2,559,369 3,319,225
The operating loss is stated after charging:
in united states dollars year ended year ended
31 December 2023 31 December 2022
auditor's remuneration in respect of audit of the
financial statements
- group auditor 39,312 50,645
- subsidiary auditor 154 9,450
depreciation 288,653 272,404
foreign exchange difference 637,154 812,410
8. finance costs
in united states dollars year ended year ended
31 December 2023 31 December 2022
loan derivative and interest 1,389,141 511,533
Total 1,389,141 511,533
9. property, plant and equipment
31 December 2023
in united states dollars cost accumulated depreciation accumulated exchange movement carrying
value
producing mine* 22,098,874 (158,123) (3,866,864) 18,073,887
gold samples 4,570 - - 4,570
computer equipment 71,881 (54,898) (2,301) 14,682
office equipment 125,847 (125,852) 5 -
field/geological equipment 1,914,238 (410,412) (194,323) 1,309,503
motor vehicles 82,894 (52,506) (3,479) 26,909
Total 24,298,304 (801,791) (4,066,962) 19,429,551
31 December 2022
in united states dollars cost accumulated exchange movement carrying
accumulated depreciation value
assets under construction* 21,680,553 (142,600) (2,510,256) 19,027,697
gold samples 4,570 - - 4,570
computer equipment 96,904 (75,169) - 21,735
office equipment 119,759 (112,343) - 7,416
field/geological equipment 1,236,388 (234,051) (123,797) 878,540
motor vehicles 84,184 (56,555) - 27,629
Total 23,222,358 (620,718) (2,634,053) 19,967,587
reconciliation of property, plant and equipment - 31 December 2023
in united states dollars carrying additions transfer carrying value ending balance
value
opening exchange movement
balance depreciation
assets under construction* - - - - - -
producing mine* 19,027,697 418,321 15,523 (1,356,608) - 18,073,887
gold samples 4,570 - - - - 4,570
computer equipment 21,735 1,086 5,838 (2,301) - 14,682
office equipment 7,416 8,021 15,442 5 - (0)
field/geological equipment 878,540 742,392 240,903 (70,526) - 1,309,503
motor vehicles 27,629 13,706 10,947 (3,479) - 26,909
Total 19,967,587 1,183,526 288,653 (1,432,909) - 19,429,551
reconciliation of property, plant and equipment -31 December 2022
in united states dollars carrying value opening balance additions depreciation carrying value ending balance
exchange movement
transfer
assets under construction* 20,408,816 - - (20,408.816) -
producing mine* - 1,271,737 (142,600) (2,510,256) 20,408,816 19,027,697
gold samples 4,570 - - - 4,570
computer equipment 6,205 22,436 (6,906) - 21,735
office equipment 7,067 2,577 (2,228) - 7,416
field/geological equipment
827,702 283,157 (108,522) (123,797) - 878,540
motor vehicles 25,897 13,880 (12,148) - 27,629
total 21,280,257 1,593,787 (272,404) (2,634,053) - 19,967,587
* Includes a provision for rehabilitation costs of $821,622 (2022:
$821,622). The opening balance includes transfer from intangible assets of
$15,086,412 (refer to note 10).
Exchange losses on opening assets of $1,432,908 (2022: $2,634,053) were
recognised in the financial statements.
10. taxation
current and deferred tax
The Company is subject to Jersey income tax at the rate of 0%. The subsidiary
is registered for income tax purposes with the Ghana Revenue Service. Due to
the loss-making position of the Group in all jurisdictions there is no tax
charge and no deferred tax asset has been recognised in the current or prior
periods due to the uncertainty and timing of future profits. As a result, no
reconciliation has been prepared. The Company should be registered for UK
Corporation Tax and management are currently in the process of registering it
for such.
11. trade and other receivables
in united states dollars 31 December 2023 31 December 2022
trade receivables (160,142) 405,414
other receivables 567,597 465,054
Total 407,455 870,468
12. inventory
in united states dollars 31 December 2023 31 December 2022
gold in process - -
gold on hand - -
ore stockpile 2,069,704 85,098
consumables 119,671 29,278
Total 2,189,375 114,376
At the Homase Mine Heap Leach Operation, from the process recovery sheet, it
has been calculated that there is 25.3 kilos of gold, 813.29 ounces, that is
still within the heap leach process circuit, this is classed as "Gold in
Process" ("GIP"). This GIP is currently locked within the heap leach circuit
and classed within the stockpile. The gold price as at 31 December 2023 was
USD2063.45.
The GIP calculated for 2022 was calculated as 66.3 kilos which was valued as
zero due to operational issues, including inefficient screening, agglomeration
and stacking methods, as such, there will be limited recovery from this GIP
gold until a new process method is introduced. Therefore the 2022 GIP was
incorporated into the current JORC Resource, at 602,000 ounces.
13. cash and cash equivalents
The cash and cash equivalents balance at the year-end consists of balances in
the following currencies:
in united states dollars 31 December 2023 31 December 2022
sterling 48,468 5,557
US dollars 42,086 55,170
ghana cedis 30,878 52,585
Total 121,432 113,312
14. provision for rehabilitation
in united states dollars 31 December 2023 31 December 2022
1 January 821,622 901,284
additions - -
movement in discount rate - (79,622)
Total 821,622 821,622
The Group has a liability for restoration, rehabilitation and environmental
costs arising from its mining operations. Estimates of the cost of this work
including reclamation costs, close down and pollution control are made on an
ongoing basis, based on the estimated life of the mine. The provision
represents the net present value of the best estimate of the expenditure
required to settle the obligation to rehabilitate any environmental
disturbances caused by mining operations.
15. capital and reserves
(a) share capital
31 December 2023 31 December 2022
ordinary shares
called up, allotted and fully paid
498,513,333 ordinary shares of 1 penny each £4,985,133 £4,961,901
(31 December 2022: 496,190,047)
converted to united states dollars at date of issue $6,865,393 $6,836,778
deferred shares
called up, allotted and fully paid
in issue at 1 January £3,730,772 £3,730,772
In issue at 31 December - fully paid 414,530,304 (31 December 2022: £3,730,772 £3,730,772
414,530,304) deferred 0.9 pence shares
converted to united states dollars at date of issue $6,077,013 $6,077,013
Authorised
1,000,000,000 (31 December 2022: 1,000,000,000) authorised ordinary 1 penny £10,000,000 £10,000,000
shares
During the year the Company issued the following 1 penny fully paid shares:
Number of Shares Nominal Value Share premium
1 January 2023 Opening balance 496,190,047 $6,836,778 $35,143,117
31 January 2023 Shares at 3.65p share 2,323,286 £23,233 £61,567
Converted to United States Dollars at date of issue - $28,615 $75,829
31 December 2023 Closing balance 498,513,333 $6,865,393 $35,218,946
(b) ordinary shares
Each holder of ordinary shares is entitled to receive dividends as declared
from time to time and is entitled to one vote per share at meetings of the
Company.
(c) deferred shares
Each holder of deferred shares shall not be entitled to receive notice of,
attend or vote at any meeting of the Company (other than a meeting of the
holder of the deferred shares), shall not be entitled to any dividends or
other distributions (whether on a winding up of the Company or otherwise).
On a winding up of the Company, each deferred share shall confer upon its
holder the right to receive an amount equal to the nominal amount paid up on
such deferred share.
The Company has not concluded any share repurchases since its incorporation.
(d) dividends
No dividends were proposed or declared during the period under review (2022:
Nil).
(e) description and purpose of reserves
(i) share capital
Share capital consists of amounts subscribed for share capital at nominal
value.
(ii) share premium
Share premium consists of amounts subscribed for share capital in excess of
nominal value.
(iii) foreign exchange reserve
Cumulative gains and losses on translating the net assets of overseas
operations to the presentation currency.
(iv) capital contribution reserve
Capital contribution reserve consists of deferred shares classified as equity.
(v) share options reserve
Share options and warrants reserve consists of the fair value of options and
warrants outstanding at the year end. As there are no share options and
warrants outstanding as at year end, the whole balance has been transferred to
accumulated deficit.
(vi) accumulated deficit
Accumulated deficit reserve represents the cumulative net gains and losses
recognised in the consolidated statement of comprehensive income.
16. earnings per share
The calculation of basic and diluted earnings per share at 31 December 2023
was based on the losses attributable to ordinary shareholders of US$2,687,330
(2022: US$674,413), and an average number of ordinary shares in issue of
498,513,333 (2022: 474,744,043).
31 December 2023 31 December 2022
loss attributable to shareholders (in US$) (2,687,330) (674,413)
weighted average number of ordinary shares 498,513,333 474,744,043
basic and diluted earnings per share (in US$) (0.005) (0.001)
17. share based payment arrangements
At 31 December 2023, the Group has the following share-based payment
arrangements:
(a) share option programmes (equity-settled)
The Group has adopted an Option Scheme in order to incentivise key management
and staff. Pursuant to the option scheme, a duly authorised committee of the
Board of the Company may, at its discretion, grant options to eligible
employees, including directors, of the Company or any of its subsidiaries, to
subscribe for shares in the Company at a price not less than the higher of (i)
the closing price of the shares of the Company on the Stock Exchange on the
date of grant of the particular option or (ii) the nominal value of the
shares.
There were no market conditions within the terms of the grant of the options
therefore the main vesting condition for all the options awarded was that the
director or employee remained contracted to the Group at the date of exercise.
The conditions relating to the grants of the share option programmes are as
follows:
The terms relating to the grants of the share option programmes are that on
exercise date, the receiver of the options must still be employed by the
Company, or in the case of the receiver being retrenched or retired, before
three months thereafter, or in the case of the death of the receiver, before
six months thereafter.
There were no such options granted during the years ended 31 December 2023 or
31 December 2022.
(b) reconciliation of outstanding share options
There are no options outstanding at 31 December 2023 or 31 December 2022.
(c) warrants
All Ordinary Shares issued (excluding deferred shares) pursuant to the
exercise of warrants rank pari passu in all respects with the ordinary shares.
There were 60,000,000 warrants granted 27 January 2023 for a two-year period
following the grant date. The value of the warrants issued was valued at $nil.
As the share price was never above the exercise price of the warrant in the
financial year ended 31 December 2023, this the intrinsic value was a negative
amount, coupled with the fact that the company was suspended for 6 months of
the financial year.
reconciliation of outstanding warrants
the number and weighted average exercise prices
number of warrants weighted average exercise price number of warrants weighted average exercise price
31 December 2023 31 December 2023 31 December 2022 31 December 2022
outstanding as at 1 January - - 26,000,000 3.0p
granted during the year 60,000,000 4.0p - -
lapsed during the year - - (6,000,000) -
exercised during the year - - (20,000,000) 3.0p
outstanding at 31 December 60,000,000 4.0p - -
exercisable at 31 December 60,000,000 4.0p - -
The warrants outstanding as at 31 December 2023 have a weighted exercise price
of 4.0p and weighted average life was 1 year.
(e) expense recognised in statement of comprehensive income
The fair value of the warrants issued on 27 December 2018 has been reflected
within trade and other receivables and is being released and initially
capitalised as part of the exploration asset, over the period of the loan
facility; see note 18 for further details. The amount capitalised during the
year was US$nil (2022: US$nil).
The fair value of the warrants issued on 19 March 2020 has been reflected
within trade and other receivables and is being released and initially
capitalised as part of the exploration asset over the period of the bond
facility, see note 18 for further details. The amount capitalised during the
year was US$nil (2022: US$nil).
The fair value of the warrants issued on 22 June 2020 has been reflected
within trade and other receivables and is being released and initially
capitalised as part of the exploration asset over the period of the gold loan
facility, see note 18 for further details. The amount capitalised during the
year was US$nil (2022: US$nil).
18. borrowings
in united states dollars 31 December 2023 31 December 2022
gold loan 3,399,853 2,906,262
loan derivative 1,563,761 905,765
loan notes 3,169,155 -
current borrowing 8,132,769 3,812,027
Loan notes
On 27 January 2023 the parent Company, Goldstone Resources Limited ("GRL"),
issued convertible loan notes to Blue Gold International Limited, ("BGL") in
the nominal amount of £2,400,000 (the "Loan Notes") which are due for
redemption on 30 November 2024.
As with all equity and debt raised by GRL, all monies are intended for
Goldstone Akrokeri Limited ("GAK") only as this is the sole subsidiary trading
company. As such every time monies are raised there is a subsequent
intercompany loan taken out between the two companies.
At the election of BGL, the Loan Notes (together with accrued interest to
date) may be converted (in whole or in part) at any time prior to redemption
into new ordinary shares of 1 penny each in the capital of the Company
("Ordinary Shares") at a conversion price of £0.0325 per share. BGL also
received warrants to subscribe for up to 60,000,000 Ordinary Shares at a price
of £0.04 per share exercisable at any time until 26 January 2025 (the
"Warrants").
Summary terms of the Loan Notes
· Issue of £2,400,000 unsecured convertible loan notes due for
redemption on 30 November 2024;
· The Loan Notes are denominated in units of £10,000, are unsecured
and will attract interest at a rate of 8 per cent per annum, compounded daily
until redemption or conversion;
· The Loan Notes, including accrued interest, are convertible at any
time prior to cash redemption, at the holder's election, into new Ordinary
Shares at a price of £0.0325 per Ordinary Share (the "Conversion Shares");
· BGL shall also receive Warrants to subscribe for up to 60,000,000 new
Ordinary Shares at a price of 4 pence per Ordinary Share at any time during
the 2-year period following the grant date; and
Loan Notes (continued)
· Pursuant to the Loan Note agreement, BGL has the right to appoint a
non-executive director to the Board, subject, inter alia, to the consent of
the Company's Nominated Adviser with respect to suitability.
Gold Loan
The Company entered into a loan agreement with Asian Investment Management
Services Limited ("AIMSL") in June 2020, for a gold loan of up to 2,000 troy
ounces of gold at a price of US$1,500 per troy ounce, equating to a value of
US$3.0 million before expenses. AIMSL and the Company agreed during 2021 to
a further extension to the timing of payment of the principal and interest on
the Gold Loan, to 19 September 2021 (being the maturity date of the Gold Loan)
(the ''Extension''), although at the default interest rate of 17%. Interest
therefore accrued at the default rate of 17%.
In January 2022, a payment of 19kg of gold was made in order to repay the
interest due for October, November, and December 2021. The payment was
against the principal and accrued interest, with the interest paid in full and
reducing the principal from 2,000 oz to 1,924.61 oz.
It was further agreed with AIMSL that in order to enable the Company to
efficiently manage shipments, it would not be deemed an event of default if
the monthly payments set out in the Company's announcement on 20 September
2021 were not made at the end of each month.
On 29 September 2022, it was agreed with AIMSL to vary the terms of the
Agreement as follows:
· the date for repayment of the Gold Loan shall be extended to 30
September 2023 (the ''Revised Term'') and the Maturity Date stated in Schedule
1 of the Agreement shall be amended accordingly; and
· interest shall continue to accrue on the Gold Loan at the non-default
rate of 14% per annum until the date of repayment.
On 3 January 2024, the Company announced a Standstill Agreement with AIMSL
which provided the Company with the potential to defer repayment of the gold
loan until 29 June 2024, this has subsequently been extended to 31 December
2025.
The outstanding principal of the Gold Loan stands at 1,871.31oz, with accrued
interest to date of 578.43oz, as at 30 December 2023. A total of 675 oz (21
kilos) of gold has been paid to AIMSL in respect of the Gold Loan, to the date
of signing this report.
As part of the fundraise, on 23 May 2024, AIMSL agreed to convert and settle
the interest accrued to 31 December 2023 by the issue of ordinary Shares of
£0.01 each in the capital of the Company (the "Conversion Shares"),
52,800,000 Conversion Shares were allotted, representing approximately 300 oz
of the 578.4 oz of gold interest accrued on the Gold Loan to 31 December
2023. This is in order to ensure AIMSL's interest in the Company remains
below 30% of the Company's issued share capital on Admission. The balance of
the Conversion Shares will be issued to AIMSL in due course on the same terms
at such time as this can be achieved without increasing AIMSL's interest in
the Company's Ordinary Shares above 30%. The resulting share issue to AIMSL
is 194,800,000 ordinary shares representing 29.68%.
19. trade and other payables
in united states dollars 31 December 2023 31 December 2022
trade payables 1,937,595 1,513,058
other payables 984,918 971,948
accruals 1,049,816 1,162,346
Total 3,972,329 3,647,352
20. contingent liabilities
Goldstone Akrokeri Limited has a contingent liability for 2,913,448 Ghanian
Cedi equivalent to US$ 191,007 to cover the litigation cases for alleged land
and crop compensation disputes.
21. financial instruments
(a) financial risk management
financial instruments comprise of cash, receivables and payables including the
various loans and bonds. Financial risk management of the Group is governed
by policies and guidelines described in the Group's Financial Reporting
Memorandum approved by the Board. Group policies and guidelines cover
interest rate risk, foreign currency risk, credit risk and liquidity risk.
The objective of financial risk management is to contain, where appropriate,
exposures in these financial risks to limit any negative impact on the Group's
financial performance and financial position.
(b) credit risk
Credit risk is the risk of financial loss to the Group if its main customer
fails to meet its contractual obligations. The maximum credit risk exposure
relating to financial assets is represented by their carrying value as at the
consolidated statement of financial position date. The Group's exposure to
significant concentration on credit risk on trade and other receivables is
considered low as the main customer is reputable and the company has a strong
relationship in place.
(c) liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset when they fall due. Ultimate
responsibility for liquidity risk management rests with the Board, which has
established an appropriate liquidity risk management framework for the
management of the Group's liquidity management requirements. The Group
manages liquidity risk by continuously monitoring forecast and actual cash
flows, and by preserving cash resources through minimising the cash burn out
rate achieved through cost reduction. The financial liabilities of the Group
are mainly creditors which are payable on demand, hence it is the opinion of
the Board that an analysis of liabilities by maturity dates is not
appropriate.
(d) market risk
Market risk is the risk that changes in market prices, such as foreign
exchange rates and interest rates will affect the Group's income or the value
of its holding in financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.
(i) foreign currency risk
Currency risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in foreign exchange
rates. The Group has cash assets denominated in Sterling, United States
Dollars and Ghanaian Cedis and incurs liabilities for its working capital
expenditure in one of these denominations. Payments are made in Sterling
(GBP), United States Dollars (US$) and Ghanaian Cedis (GHS), or Euro at the
pre-agreed price and converted (if necessary) as soon as payment needs to
occur. Currency conversions and provisions for expenditure are only made as
soon as debts are due and payable. The Group is therefore exposed to
currency risk in so far as its liabilities are incurred in Ghanaian Cedi and
fluctuations occur due to changes in the GHS/US$ exchange rates. The Group's
policy is not to enter into any currency hedging transactions.
The directors consider currency risk to be manifested in the expenditure made
on a day-to-day basis in Sterling, Ghanaian Cedi and US Dollars. The
directors have undertaken a policy of holding cash raised in Sterling and US
Dollars and to convert funds to Ghanaian Cedi as and when required.
The exchange rates converted to United States Dollars affecting the Group were
as follows:
average rate 2023 reporting date spot rate 2023 average rate 2022 reporting date spot rate 2022
Sterling to US dollars 1.247 1.273 1.229 1.210
Ghanaian Cedis to US dollars 0.086 0.084 0.110 0.101
A strengthening (weakening) of GBP or GHS against all other currencies at 31
December 2023 would have affected the measurement of financial instruments
denominated in a foreign currency and increased (decreased) equity and profit
or loss by the amounts shown below. This analysis is based on foreign
currency exchange rate variances that the Group considered to be reasonably
possible at the end of the reporting period. The analysis assumes that all
other variables, in particular interest rates, remain constant. The
sensitivity analysis includes only outstanding foreign currency denominated
financial assets and liabilities and adjusts this translation at year end for
a percentage change in foreign currency rate thus indicating the potential
movement in equity.
in united states dollars equity strengthening equity weakening equity strengthening equity weakening
2023 2023 2022 2022
ghanaian cedis 10% (2022: 10%) 1,757,458 (1,757,458) 1,569,844 (1,569,844)
Total 1,757,458 (1,757,458) 1,569,844 (1,569,844)
The percentage change in foreign currency rate used to adjust the translation
of outstanding foreign currency denominated financial assets and liabilities
is in the opinion of the directors appropriate.
(ii) interest rate risk
The risks caused by changes in interest rates are minimal since the Group's
only interest bearing financial asset pertains to cash. The Group has a loan
agreement with AIMSL. The interest rate is fixed at 14% or 17%. The Group
is therefore not subject to a significant amount of risk due to fluctuations
in the prevailing levels of market interest rates and as such has not prepared
a sensitivity analysis.
22. related parties
The key management personnel is considered to be only the directors. Details
of their remuneration are disclosed below.
salaries and other short-term benefits - detail:
in united states dollars 31 December 2023 31 December 2022
Director's remuneration: executive - E Priestley - cash 85,000 77,500
Director's remuneration: executive - E Priestley - shares - 24,500
Director's remuneration (accrued fee): executive - E Priestley 90,000 25,500
Director's remuneration (accrued BIK): executive - E Priestley - 28,125
Director's remuneration: non-executive - R Wilkins - cash - -
Director's remuneration: non-executive - R Wilkins - shares - 6,000
Director's remuneration (accrued fee): non-executive - R Wilkins 28,000 9,000
Director's remuneration (accrued BIK): non-executive - R Wilkins - 3,750
Director's remuneration: non-executive - W Trew - cash - -
Director's remuneration: (accrued fee): non-executive - W Trew 42,000 27,000
Director's remuneration: (accrued BIK): non-executive - W Trew - 6,750
Director's remuneration: non-executive - A List - cash - -
Director's remuneration: non-executive - A List - shares - 6,000
Director's remuneration (accrued fee): non-executive - A List 28,000 9,000
Director's remuneration (accrued BIK): non-executive - A List - 3,750
Director's remuneration: non-executive - O Fenn - cash - -
Director's remuneration: non-executive - O Fenn - shares - 12,000
Director's remuneration (accrued fee): non-executive - O Fenn 28,000 9,000
Director's remuneration (accrued BIK): non-executive - O Fenn - 3,750
total 301,000 251,625
The total amount payable to the highest paid director in respect of emoluments
was US$175,000 (2022: US$127,500). No directors exercised any share options
during the year (2022: nil).
Bill Trew's remuneration is paid to Oxus Mining Limited, a company in which he
is a director and sole shareholder. Nothing was paid in the year and has all
been accrued.
E Priestley's remuneration was paid to Santon Consultancy Services Limited, a
company in which she is a director and sole shareholder.
R Wilkins's remuneration was paid to KSJ Investments Limited, a company in
which he is a director. R Wilkins owns 90% of the parent company that in
turn owns 100% of KSJ Investments Limited.
During the year, certain of the Company Directors agreed to convert, in
aggregate US$64,846 of outstanding fees accrued and unpaid to 31 December 2022
into 1,442,465 new Ordinary Shares at a conversion price of 3.65p, being the
mid-market closing price of the Company's Ordinary Shares on 30 January 2023.
Name Number of Ordinary Shares Currently Owned Number of Fee Conversion Shares Resultant Shareholding in the Company Percentage of the issued Share Capital of the Company
W Trew 129,656,575 1,442,465 131,099,040 26.3%
MAED (UK) Limited (''MAED'') is a related party, as it is wholly owned by Bill
Trew. At the year-end there is an amount owing to MAED of US$104,620 (2022:
US$329,288), for services provided during the financial year.
23. group entities
Details of the Group's subsidiaries at the end of the reporting period are as
follows:
country of incorporation and operation principal activity ownership interest ownership interest
2023 2022
GoldStone Akrokeri Limited Ghana Development and exploration of gold and associated elements 100% 100%
GoldStone Homase Limited Ghana Dormant 100%(*) 100%(*)
(*) Held indirectly via GoldStone Akrokeri Limited
Under Article 105(11) of the Companies (Jersey) Law 1991, the directors of the
holding company need not prepare separate accounts (i.e. company only
accounts) if consolidated accounts for the Company are prepared, unless
required to do so by the members of the Company by ordinary resolution. The
members of the Company have not passed a resolution requiring separate
accounts and, in the directors' opinion, the Company meets the definition of a
holding company. As permitted by the law, the directors have elected not to
prepare separate accounts.
24. ultimate controlling party
The directors consider that there is no ultimate controlling party of the
Group.
25. subsequent events
On 3 January 2024, the Company announced a Standstill Agreement with AIMSL in
respect of its gold loan agreement. This standstill agreement, which was
necessary due to the inability to complete a negotiation on an extension
within the appropriate timeframe, provides the Company with the potential to
defer repayment of the gold loan until 29 June 2024, this has subsequently
been extended until 31 December 2025. The standstill agreement also set out
to appoint Angela List as the Chair, and for an operational management team to
be mobilised to GoldStone's operations. The Standstill Agreement allowed for
the Company to renegotiate the terms, announced 10 April 2024, which was in
conjunction with the Company announcing it has raised £834k before expenses
by way of a Subscription of, in aggregate, 83,400,000 new Ordinary Shares of 1
penny par value each in the capital of the Company at a price of 1 penny per
Ordinary Share together with one warrant per Subscription Share to subscribe
for a further new Ordinary Share at an exercise price of 2 pence during the
period of 24 months from the date of Admission.
The Company has agreed with AIMSL in respect of the Gold Loan Agreement to
extend the Standstill Period under terms of the Standstill Agreement dated 29
December 2023, to 31 December 2025. AIMSL have also agreed to convert and
settle the interest accrued to 31 December 2023 by the issue of ordinary
Shares of £0.01 each in the capital of the Company (the "Conversion Shares").
The Company received funds in respect of its subscription to raise total gross
proceeds of £834,000, and accordingly, issued 83,400,000 Subscription
Shares, 52,800,000 Conversion Shares, 14,090,000 Director Fee Conversion
Shares and 7,500,000 Adviser Fee Shares, with corresponding 104,990,000
Warrants.
As a result of, inter alia, completion of the Fundraise, and following
publication of the Accounts on 10 April 2024, trading in the Company's
Ordinary Shares on AIM was restored at 7.30 a.m. on 23 May 2024.
The net proceeds of the Fundraising will be used for general working capital
purposes and to progress the Company's strategy of developing and improving
production at its Homase Mine in Ghana, and during the first quarter of 2024,
a new operational management team have been identified and upon the successful
fundraise, are expected to have both a meaningful impact on the Company's
operations and ability to ramp up production.
It was announced that Mr William (Bill) Trew stood down as Non-Executive
Director to the Company on the 1 April 2024.
It was announced on 5 June 2024, that as part of the Standstill Agreement, Mr
Campbell Smyth was appointed as a Non-Executive Director, as the nominee
director of AIMSL.
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.
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. END FR QKFBDPBKDOABRecent news on Goldstone Resources
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